Governança corporativa e custo de agência: uma visão do mercado brasileiro

Esse trabalho investiga empiricamente a relação entre custo de agência e as medidas de monitoramento interno disponíveis aos investidores brasileiros nas empresas nacionais, utilizando amostras de companhias abertas entre os anos de 2010 e 2014, totalizando 134 empresas analisadas e 536 observações. Para medir tal relação, foram utilizadas, como variáveis de monitoramento interno, informações sobre a remuneração variável dos executivos, entre elas o uso de outorgas de opções de compra de ações, a composição do conselho de administração, dando ênfase à representatividade dos conselheiros independentes e à dualidade entre Chairman e CEO, e o percentual do capital social das companhias que está sob propriedade dos executivos. Como proxy para custo de agência, foram utilizados os indicadores Asset Turnover Ratio e General & Administrative Expenses (G&A) como percentual da Receita Líquida. Neste contexto, foram estabelecidas duas hipóteses de pesquisa e estimados modelos de regressão em painel controlados por efeitos fixos de tempo e empresa, empregando como variável dependente as variáveis proxy do custo de agência e utilizando as variáveis endividamento e tamanho das empresas como variáveis de controle. Os resultados dos modelos demonstram que, na amostra selecionada, há uma relação positiva e significativa entre o percentual da remuneração variável e as proxies de custo de agência, comportamento este contrário ao esperado originalmente. Conclui-se assim que as empresas que apresentam uma maior composição variável no total remunerado ao executivo, incorrem em um maior custo de agência, o que leva à conclusão de que tais ferramentas não são boas estratégias de alinhamento de interesses entre executivos e acionistas. As demais variáveis de monitoramento interno não apresentaram significância.

A framework for diagnosing board effectiveness

Pressure on boards to improve corporate performance and management oversight has led to a series of inquiries and reports advocating governance reform. These reports largely reflect an agency perspective of governance and seek to ensure greater board independence from and control of management. While board independence is important to good governance, we contend that frameworks, models and advice centred on one element of governance ignore the complexity of how boards work. We develop a holistic board framework based upon the concept of board intellectual capital to address this concern. Our framework proposes a series of inputs (e.g. company history, company constitution, legal environment) that lead to a particular mix of board intellectual capital. We contend that the balance of the different elements of board intellectual capital will lead to a series of board behaviours. Further, the board needs to mobilise its intellectual capital to carry out a series of roles. The exact nature of these roles will depend on the company's requirements. Thus, the governance outputs of organisational performance, board effectiveness and director effectiveness will depend on the match between the board's intellectual capital and the roles required of it. We conclude by demonstrating the benefits of this framework as a diagnostic tool. We outline how boards wishing to improve their governance systems can diagnose common governance problems by evaluating their own board's capabilities in relation to the different components of the framework.

A participatory design agenda for ubiquitous computing and multimodal interaction: A case study of dental practice

This paper reflects upon our attempts to bring a participatory design approach to design research into interfaces that better support dental practice. The project brought together design researchers, general and specialist dental practitioners, the CEO of a dental software company and, to a limited extent, dental patients. We explored the potential for deployment of speech and gesture technologies in the challenging and authentic context of dental practices. The paper describes the various motivations behind the project, the negotiation of access and the development of the participant relationships as seen from the researchers' perspectives. Conducting participatory design sessions with busy professionals demands preparation, improvisation, and clarity of purpose. The paper describes how we identified what went well and when to shift tactics. The contribution of the paper is in its description of what we learned in bringing participatory design principles to a project that spanned technical research interests, commercial objectives and placing demands upon the time of skilled professionals. Copyright © 2010 ACM, Inc

A PASSAGEM DO BASTÃO PARA HERDEIRAS: O CASO DE UMA EMPRESA DO ABC PAULISTA EM FASE DE PREPARAÇÃO PARA A SUCESSÃO FAMILIAR

Este estudo tem como finalidade primeira contribuir com o debate especializado que enfrenta o desafio de apontar caminhos que auxiliem as empresas familiares a garantirem a própria continuidade a partir da segunda geração de dirigentes. Embora imprecisas e desatualizadas, as estatísticas mostram que 70% dos negócios familiares sucumbem ao alcançarem a segunda geração e, em média, apenas 15% conseguem sobreviver até a terceira geração. A sucessão constitui o tema de maior atenção dos especialistas. Entretanto, há indicações de que, embora as pesquisas se multipliquem a cada ano, existe uma relativa estagnação teórica do campo. Nos últimos anos observa-se um discreto aumento de participação de mulheres em cargos de presidência das empresas familiares que, historicamente,influenciadas pela cultura patriarcal,elegem seus filhos herdeiros como sucessores. Este estudo, portanto, foi orientado pelo objetivo geral de identificar elementos do processo sucessório que permitam o aprofundamento da aparente mudança que está ocorrendo nas empresas familiares, evidenciada pelo discreto aumento do repasse do comando às mulheres, o que, a princípio, contraria a tradição patriarcal. De modo específico, este estudo foi orientado pelos seguintes objetivos: i) analisar a práxis de determinada família empresária que, tendo inaugurado o processo sucessório em sua empresa, encontra-se em fase de preparação de uma filha para assumir o comando do negócio no lugar do pai/fundador; ii) à luz do conhecimento teórico acumulado e da práxis da família empresária investigada reunir um conhecimento que permita a formulação de hipóteses que contribuam com o aprofundamento da problemática tratada neste estudo. Trata-se de uma pesquisa de caráter exploratório que emprega os seguintes métodos: qualitativo, monográfico/estudo de caso e dialético. A unidade de análise é a família proprietária de uma empresa sediada na região do ABC Paulista há 30 anosque se encontra em fase de preparação de uma filha (herdeira) para assumir o comando no lugar do pai/fundador. Existem evidências de que a decisão sucessória foi tomada estrategicamente com afinalidade de garantir que o patrimônio familiar continue sendo controlado pelo fundador, conforme preconiza o modelo de patrimonialismo patriarcal que se faz presente na sociedade brasileira.

DETERMINANTE DE COMPOSIÇÃO DE CONSELHO DE ADMINISTRAÇÃO EM PEQUENAS E MÉDIAS EMPRESAS DE SOCIEDADE ANÔNIMA DE CAPITAL FECHADO DA REGIÃO DO ABC

O principal objetivo deste estudo é analisar os determinantes de composição de Conselho de Administração em pequenas e médias empresas de sociedade anônima de capital fechado da região do ABC paulista. A razão de iniciar este trabalho, surgiu devido à constatação de que no Brasil existem poucos artigos e dissertações que tratam de composição de Conselho e os elaborados no exterior se centralizaram na composição em termos de tamanho e tipos de diretores, de desempenho financeiro, de independência etc., mas nenhum deles focou nas determinantes de composição de pequena e média empresa. Portanto, baseando-se nas observações acima, se efetuou pesquisa de campo para responder à seguinte problemática Que determinante(s) estabelece(m) a composição de Conselho de Administração de Pequenas e Médias Empresas de Sociedade Anônima de Empresas da Região do ABC paulista? Partindo dessa problemática, se estabeleceu as seguintes hipóteses: se o poder e a influência do CEO/Presidente do Conselho em empresas de pequeno e médio porte são grandes, então existem baixas possibilidades de ter Conselheiros Externos; se houver segregação de cargos entre o CEO e o Presidente do Conselho e o CEO estiver interessado em preservar a sua atuação, então há probabilidade de escolher Conselheiros Internos; se houver segregação de cargos entre o CEO e o Presidente do Conselho e o CEO estiver interessado na eficiência, orientação e na necessidade de recursos externos, então há probabilidade de escolher Conselheiros Externos; se a empresa está no Ciclo de Vida Expansão e Maturidade- , então há possibilidades de adotarem Conselheiros Externos.(AU)

Supplier competitive advantage in inter-firm business relationships:is Keiretsu really a source of competitive advantage for Japanese automotive suppliers?

This paper explores how firms create and sustain competitive advantage in the inter-firm business relationships from a supplier’s perspective. Ultimately, this paper draws its attention to keiretsu partnerships and how it is perceived by Japanese automotive suppliers. Four main theoretical perspectives (resource based view, industrial organisation, transaction cost economics, and relational network) were considered when developing a conceptual framework based on competitive capability, market diversification, and level of engagement. The framework was examined against two best-practice automotive component suppliers. Later, primary data was also gathered through an interview with a CEO and a survey questionnaire with 11 Japanese companies. As a result, this paper classified these 11 companies into four supplier groups based on tier level (1 and 2) and affiliation condition. Findings propose that there may be little benefit in being an affiliated tier 1 supplier, and that independent tier 2 suppliers may be more competitive than affiliated ones.

The impact of board independence and ownership structure on the timeliness of corporate internet reporting of Irish-listed companies

Purpose – This study seeks to provide valuable new insight into the timeliness of corporate internet reporting (TCIR) by a sample of Irish-listed companies. Design/methodology/approach – The authors apply an updated version of Abdelsalam et al. TCIR index to assess the timeliness of corporate internet reporting. The index encompasses 13 criteria that are used to measure the TCIR for a sample of Irish-listed companies. In addition, the authors assess the timeliness of posting companies’ annual and interim reports to their web sites. Furthermore, the study examines the influence of board independence and ownership structure on the TCIR behaviour. Board composition is measured by the percentage of independent directors, chairman’s dual role and average tenure of directors. Ownership structure is represented by managerial ownership and blockholder ownership. Findings – It is found that Irish-listed companies, on average, satisfy only 46 per cent of the timeliness criteria assessed by the timeliness index. After controlling for size, audit fees and firm performance, evidence that TCIR is positively associated with board of director’s independence and chief executive officer (CEO) ownership is provided. Furthermore, it is found that large companies are faster in posting their annual reports to their web sites. The findings suggest that board composition and ownership structure influence a firm’s TCIR behaviour, presumably in response to the information asymmetry between management and investors and the resulting agency costs. Practical implications – The findings highlight the need for improvement in TCIR by Irish-listed companies in many areas, especially in regard to the regular updates of information provided on their web sites. Originality/value – This study represents one of the first comprehensive examinations of the important dimension of the TCIR in Irish-listed companies.

Corporate tournaments and executive compensation: evidence from the UK

This study tests the implications of tournament theory using data on 100 U.K. stock market companies, covering over 500 individual executives, in the late 1990s. Our results provide some evidence consistent with the operation of tournament mechanisms within the U.K. business context. Firstly, we find a convex relationship between executive pay and organizational level and secondly, that the gap between CEO pay and other board executives (i.e., tournament prize) is positively related to the number of participants in the tournament. However, we also show that the variation in executive team pay has little role in determining company performance.

An exploration of the determinants of innovation:the top management team, organisational climate and organisational learning

Some researchers argue that the top team, rather than the CEO, is a better predictor of an organisation’s fate (Finkelstein & Hambrick, 1996; Knight et al., 1999). However, others suggest that the importance of the top management team (TMT) composition literature is exaggerated (West & Schwenk, 1996). This has stimulated a need for further research on TMTs. While the importance of TMT is well documented in the innovation literature, the organisational environment also plays a key role in determining organisational outcomes. Therefore, the inclusion of both TMT characteristics and organisational variables (climate and organisational learning) in this study provides a more holistic picture of innovation. The research methodologies employed includes (i) interviews with TMT members in 35 Irish software companies (ii) a survey completed by managerial respondents and core workers in these companies (iii) in-depth interviews with TMT members from five companies. Data were gathered in two phases, time 1 (1998-2000) and time 2 (2003). The TMT played an important part in fostering innovation. However, it was a group process, rather than team demography, that was most strongly associated with innovation. Task reflexivity was an important predictor of innovation time 1, time 2). Only one measure of TMT diversity was associated with innovation - tenure diversity -in time 2 only. Organisational context played an important role in determining innovation. This was positively associated with innovation - but with one dimension of organisational learning only. The ability to share information (access to information) was not associated with innovation but the motivation to share information was (perceiving the sharing of information to be valuable). Innovative climate was also associated with innovation. This study suggests that this will lead to innovative outcomes if employees perceive the organisation to support risk, experimentation and other innovative behaviours.

Statistical guidelines for the analysis of data obtained from one or both eyes

Purpose - Measurements obtained from the right and left eye of a subject are often correlated whereas many statistical tests assume observations in a sample are independent. Hence, data collected from both eyes cannot be combined without taking this correlation into account. Current practice is reviewed with reference to articles published in three optometry journals, viz., Ophthalmic and Physiological Optics (OPO), Optometry and Vision Science (OVS), Clinical and Experimental Optometry (CEO) during the period 2009–2012. Recent findings - Of the 230 articles reviewed, 148/230 (64%) obtained data from one eye and 82/230 (36%) from both eyes. Of the 148 one-eye articles, the right eye, left eye, a randomly selected eye, the better eye, the worse or diseased eye, or the dominant eye were all used as selection criteria. Of the 82 two-eye articles, the analysis utilized data from: (1) one eye only rejecting data from the adjacent eye, (2) both eyes separately, (3) both eyes taking into account the correlation between eyes, or (4) both eyes using one eye as a treated or diseased eye, the other acting as a control. In a proportion of studies, data were combined from both eyes without correction. Summary - It is suggested that: (1) investigators should consider whether it is advantageous to collect data from both eyes, (2) if one eye is studied and both are eligible, then it should be chosen at random, and (3) two-eye data can be analysed incorporating eyes as a ‘within subjects’ factor.

A cross-national investigation into the marketing department's influence within the firm:toward initial empirical generalizations

An ongoing strong debate within the marketing discipline concerns the role of marketing within the firm. It has been frequently reported that the marketing function is in a deep decline. Marketing executives and academics alike are interested in the antecedents of this decline and potential performance consequences of this decline. Recent academic research have started investigations on this important topic. Using studies in single countries innovativeness and accountability of the marketing department has been reported as major antecedents of the influence of the marketing department within the organization. Academic research, however, does not provide convincing evidence for a direct link between this influence and business performance. Instead it shows that market orientation is a crucial intervening variable, as marketing department influence is positively related market orientation, which subsequently positively related to business performance. As noted prior research, however, studies firms in single countries. In this article we execute a cross-national study on the antecedents and performance consequences of marketing department influence in order to derive initial empirical generalizations. This study is executed in seven Western-oriented countries, including USA, UK, The Netherlands, Germany, Sweden, Israel and Australia. The study heavily builds on the framework developed in the 2009 Journal of Marketing article of Verhoef and Leeflang. This framework is tested per country and subsequently meta-analytic tests are used to derive initial empirical generalizations. An important empirical generalization is that innovativeness, the customer-connecting capabilities, and accountability of the marketing department are positively related to marketing department influence. Interestingly, a second initial generalization is that creativity of the marketing negative induces less influence. Our results also show a third empirical generalization in that firms having a CEO with a marketing background tend to have more influential marketing departments. Confirming prior research a fourth initial empirical generalization is that MD influence measures and market orientation are positively related. Market orientation is subsequently positively related to business performance. Our most important generalization is, however, that MD influence is positively related to business performance. Hence, beyond striving to become market oriented, firms should also aim to have strong marketing departments. These departments can create a stronger focus on the customer and can also coordinate marketing efforts. In order to become more influential marketing departments should: (1) acquire innovative capabilities, (2) be more connected to customers, (3) invest in accountability, and (4) be careful with be careful being too creative.

An examination of the comprehensiveness of corporate Internet reporting provided by London-listed companies

Recent changes in the regulatory environment of the London Stock Exchange are aimed at prohibiting selective disclosure and enhancing the credibility of reporting. Using an innovative 143-item disclosure checklist, we examine corporate Internet reporting (CIR) comprehensiveness and its determinants within this new regulatory environment. We also extend the literature linking corporate governance measures to CIR. Our findings indicate that despite this new regulatory environment, there is considerable room for improvement in CIR by London-listed companies. For example, our sample companies provide only 58 percent and 70 percent, respectively, of the credibility and usability items assessed by our comprehensiveness index. After controlling for size, profitability, industry, and high growth/ intangibles, we find the CIR comprehensiveness of London-listed companies is associated with analyst following, director holding, director independence, and CEO duality. Because prior research indicates the U.K. leads Europe in Internet reporting, our results may shed light on how CIR will evolve throughout Europe.

The impact of board independence and ownership structure on the timeliness of corporate internet reporting of Irish-listed companies

Purpose – This study seeks to provide valuable new insight into the timeliness of corporate internet reporting (TCIR) by a sample of Irish-listed companies. Design/methodology/approach – The authors apply an updated version of Abdelsalam et al. TCIR index to assess the timeliness of corporate internet reporting. The index encompasses 13 criteria that are used to measure the TCIR for a sample of Irish-listed companies. In addition, the authors assess the timeliness of posting companies’ annual and interim reports to their web sites. Furthermore, the study examines the influence of board independence and ownership structure on the TCIR behaviour. Board composition is measured by the percentage of independent directors, chairman’s dual role and average tenure of directors. Ownership structure is represented by managerial ownership and blockholder ownership. Findings – It is found that Irish-listed companies, on average, satisfy only 46 per cent of the timeliness criteria assessed by the timeliness index. After controlling for size, audit fees and firm performance, evidence that TCIR is positively associated with board of director’s independence and chief executive officer (CEO) ownership is provided. Furthermore, it is found that large companies are faster in posting their annual reports to their web sites. The findings suggest that board composition and ownership structure influence a firm’s TCIR behaviour, presumably in response to the information asymmetry between management and investors and the resulting agency costs. Practical implications – The findings highlight the need for improvement in TCIR by Irish-listed companies in many areas, especially in regard to the regular updates of information provided on their web sites. Originality/value – This study represents one of the first comprehensive examinations of the important dimension of the TCIR in Irish-listed companies.

NITL : what the transport and logistics industry needs going forward

The transport industry - particularly in road transport - is under serious competitive pressure. Rising costs - evident but not limited to fuel and insurance - combined with a market place that has become more demanding in relation to price and service, has resulted in a situation where companies have had to seriously reassess the nature of their competitive advantage. The competitive strategies of companies in the sector are being reviewed in light of the effective commoditisation of transport as a direct result of the traditional strong emphasis on cost and price reductions.

Interactive data in financial reporting:the construction of the non-professional investor

The Securities and Exchange Commission (SEC) in the United States and in particular its immediately past chairman, Christopher Cox, has been actively promoting an upgrade of the EDGAR system of disseminating filings. The new generation of information provision has been dubbed by Chairman Cox, "Interactive Data" (SEC, 2006). In October this year the Office of Interactive Disclosure was created(http://www.sec.gov/news/press/2007/2007-213.htm). The focus of this paper is to examine the way in which the non-professional investor has been constructed by various actors. We examine the manner in which Interactive Data has been sold as the panacea for financial market 'irregularities' by the SEC and others. The academic literature shows almost no evidence of researching non-professional investors in any real sense (Young, 2006). Both this literature and the behaviour of representatives of institutions such as the SEC and FSA appears to find it convenient to construct this class of investor in a particular form and to speak for them. We theorise the activities of the SEC and its chairman in particular over a period of about three years, both following and prior to the 'credit crunch'. Our approach is to examine a selection of the policy documents released by the SEC and other interested parties and the statements made by some of the policy makers and regulators central to the programme to advance the socio-technical project that is constituted by Interactive Data. We adopt insights from ANT and more particularly the sociology of translation (Callon, 1986; Latour, 1987, 2005; Law, 1996, 2002; Law & Singleton, 2005) to show how individuals and regulators have acted as spokespersons for this malleable class of investor. We theorise the processes of accountability to investors and others and in so doing reveal the regulatory bodies taking the regulated for granted. The possible implications of technological developments in digital reporting have been identified also by the CEO's of the six biggest audit firms in a discussion document on the role of accounting information and audit in the future of global capital markets (DiPiazza et al., 2006). The potential for digital reporting enabled through XBRL to "revolutionize the entire company reporting model" (p.16) is discussed and they conclude that the new model "should be driven by the wants of investors and other users of company information,..." (p.17; emphasis in the original). Here rather than examine the somewhat illusive and vexing question of whether adding interactive functionality to 'traditional' reports can achieve the benefits claimed for nonprofessional investors we wish to consider the rhetorical and discursive moves in which the SEC and others have engaged to present such developments as providing clearer reporting and accountability standards and serving the interests of this constructed and largely unknown group - the non-professional investor.